The Magi 2: Attack of the Clowns
by Deliverer
Summary: After the Phantom Mage incident, Kyle and Sigmund believe their adventure is over. They couldn't be more wrong. During a documentary at school, Kyle discovers something he's dreamed of; Sigmund's weakness and fear! Unfortunately, Sigmund's developed a new ability. One that could cost him his life and Galaxy hills. Can the class conquer it in time to save the town, and their lives?
1. The Phantom Mage

_**Fanboy And Chum Chum: Attack Of The Clowns**_

(A/N: This story is preceded by Fanboy and Chum Chum: The Phantom Mage. I will say flat out that it is recommended you read it before this, as there are things that won't make sense if you don't. In the summary here I've tried to sum it all up, but it may not be enough. Enjoy. The first chapter will be put up today as well, possibly. I'm not overly happy with the story, it seems too short, but I fix it as I go.)

The Phantom Mage (Summary)

An exchange program and teacher intern program launched in Galaxy Hills? Well, that's odd. At least someone is happy. Unfortunately for Kyle, that someone happens to be Sigmund. Bored and hounded by media, Sigmund decided he might as well. What better way to get to his rival? Meanwhile Lenny immediately recognizes the internship as an opportunity to take a break from Frosty Mart. It would all be well an dandy, no one could care less except Kyle, but Brenda has gone behind Poopatine's back and unexpectedly the janitor finds himself signed up to host the exchange student, and unhappy he forces Mufflin to sign up for the internship mentor. Guess who Mufflin is mentoring, and who Poopatine ends up stuck with.

What about on Kyle's end? As if dealing with his two ninnies wasn't trouble enough, Kyle's application to Milkweed has been accepted, but that's only step one. More needs to be done before he's in, and that more involves a parent teacher meeting and dinner with the family. Unfortunately, Kyle has no family _with_ him. Brooding, he makes the mistake of angering Boog. In a desperate dash for safety he finds himself under the protection of the Janitor, and inspiration strikes. This is the solution to his problem, or so he thinks. He deems Poopatine his temporary father. He teaches the janitor some tricks so as to fool Flan, but Flan has no time for an interview. They'll have to wait a bit longer. That wait is what throws things out of control. The next day Sigmund arrives, and Kyle nearly has a heart attack! Kyle's fear is nothing to Sigmund's, though, when Sigmund put his feet on the desk and Poopatine's dirt alarm goes off. The encounter leaves the sorcerer shaken the rest of the day.

After school Kyle is slated for an interview, Sigmund slated to get his host teacher as well as do a parent teacher interview. Unfortunately, he has no parents to go with him. Poopatine arrives just as Flan is asking Sigmund about his absent parents, challenging him, and with a slip of the tongue from the boy, Poopatine finds himself acting as Sigmund's father. As if that isn't enough, Kyle bursts in, forcing their hand in covering up! The three are stuck in a predicament they never wanted to be in, and all at once Poopatine finds himself the father of two feuding brother's. Oh, and he happens to be Sigmund's host for the exchange. As if that isn't enough, Sigmund's been keeping something quiet. He's been getting threatening letters. Bonding as a 'family' is challenge after challenge, but the three soon grow accustomed to it. It's enough to get Flan fooled, but in the process Mr. Mufflin is pulled into the whole charade, and Lenny suspects something is up.

Later, as Kyle and Sigmund are on the way back from a movie, they're suddenly attacked by pursuers! They try magic, but the magic bounces off. There is a phantom mage aboard, and they don't know who! They take to the skies on a broom, but soon enough are knocked back down. Before they know it, they've been taken, dragged into the van. Sigmund orders Kyle to bite his attacker, however, and Kyle does so, managing to escape with his life, barely. Sigmund isn't as lucky.

Kyle is found unconscious on the ground by Mr. Mufflin, Lenny, Fanboy, Chum Chum, and Janitor Poopatine the next day. Dazed, he lets out a little too much info, and now Lenny, Fanboy, and Chum Chum believe that Poopatine is Kyle's father and Sigmund his brother! Worst of all, at this stage he can't even deny it. The group determine to go after Sigmund which leads to an all-out battle in a futuristic warehouse rave location straight from Star Wars. The group barely manages to escape before the place blows sky high! The Phantom Mage is nowhere to be found, nor is his second in command, a mysterious bearded man. They don't let that get to them, though, and they celebrate their victory.

Later that night at Kyle's house, Poopatine and the boys are on the roof looking up at the sky and talking. In the process, the most shocking thing Poopatine could have ever imagined to happen to him happens. The children admit to him, as they are almost asleep and unaware of what they're saying, that they wish Poopatine wouldn't go. Startled he doesn't know how to react, and he would never admit it but he doesn't want to leave them either. They want him to stay. He tells them he will, but really _will_ he? Or will that be too far out of place?


	2. Clowns? Clowns!

_**Fanboy And Chum Chum: Attack Of The Clowns**_

(A/N: Second up today. You'll probably notice all titles are references except for this one.)

Clowns? Clowns!

Kyle woke up with a groan, blinking sleepily. He yawned and sat up, frowning and looking around. His eyes fell on the clock. He'd slept in! Why hadn't Janitor Poopatine woken him up? Then he remembered. Oh yes, Poopatine wouldn't be waking him up ever again. He was gone. He'd fulfilled his end of the bargain. The janitor had no use for him and his brother anymore. His eyes cast downwards and he lay back down. On second thought, perhaps he wouldn't go to school today. He sniffed and closed his eyes tightly, burrowing under the covers. Well, he supposed Sigmund would be gone at least. Why wasn't that sounding as reassuring as he'd hoped? And why had he addressed Sigmund as brother again? That would take some getting used to. He didn't feel like thinking on it now.

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Sigmund yawned and stretched. Sleepily his eyes blinked open and became confused. Where was he? Oh yes, Kyle's house of squalor. But why wasn't he in the shack Poopatine lived in? He was, after all, the exchange student. Maybe the janitor had decided to let him stay here a little longer. His eyes became slightly upset. He supposed he wouldn't be coming back here after school. He looked around. It really wasn't that bad, actually. He was getting used to it. But then there was the Kyle factor. Ugh, he didn't want to think about it. If nothing else, getting away from his brother would compensate if only slightly. Wait, he'd just referred to Kyle as his brother. Ugh, it would take some getting used to in order to shake _that_ one off. Surprisingly, then, he realized he really wasn't in a rush to. Poopatine was gone. He _had_ to be by _now_. The thought made him cringe. He supposed he should get up and wake Kyle. He could play the part of elder brother a little longer.

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Sigmund walked out of his room and headed for Kyle's. He opened the door and peeked in. He heard a sniff and paused, raising a suspicious eyebrow. Was Kyle crying? He almost laughed at himself. The real question should be why wasn't _he_ crying? He certainly _felt_ like it. He slipped into the room and went to the bed, saying, "Kyle?"

Kyle gasped and shot up, eyes wide. "Sigmund! You're still here!" he exclaimed.

"Zadly," Sigmund replied, looking condescending as ever and examining his nails.

"You never wanted to go to the shack anyway," Kyle bit.

"Vhere iz fazher? I mean, ze Janitor?" Sigmund questioned, half hoping Poopatine was still around.

Kyle looked down and answered glumly, "Where do _you_ think? What do you want?"

"To vake you up, vhat else?" Sigmund asked.

"I'm not going to school," Kyle sulked.

"Oh yes you are. Zere iz zat qviz review today, remembair?" Sigmund asked. "It could mean ze difference between ein pass und ein fail."

"I don't care. I'll pass _anyway_," Kyle argued.

"Sorcerer's apprentice," Sigmund sang, and Kyle knew exactly which passage he was referencing; the one where the apprentice was crying out regret and calling for his master to save him. He sighed in annoyance and grumpily slid out of bed.

"I vill be in ze dining room," Sigmund declared, waving Kyle off and leaving. Kyle stuck out his tongue after his rival and zapped himself dressed. Forget doing it manually. He hurried after Sigmund, catching up before the Sorcerer reached the dining room. Sigmund raised an eyebrow then rolled his eyes.

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The two went to the table and sat. Kyle sighed and zapped up two magical bowls of cereal. There was no time to prepare anything. They were late as it was. Sigmund looked appalled, but he had to eat _something_. The two raised the spoons to their mouths. Just then two mechanical claws shot out with beeps and seized the utensils. The two gasped and turned swiftly. Only one thing could do that. Brenda! "Mom!" they both exclaimed at once.

"B-but zis iz impossible," Sigmund said.

"Janitor Poopatine would _never_ leave you here alone," Kyle added.

"That's papa Poopatine to you two," a voice said from the kitchen, coming out with three steaming plates of Eggs Benedict. They gasped and spun around, staring in shock.

"P-papa…" Kyle stammered.

"You're still here," Sigmund added, more composed then Kyle but still shocked.

"You said you wanted me to stay," Poopatine replied with a casual shrug. He shot a look at Kyle. Kyle blinked then realized he was in Poopatine's designated spot. He gasped and quickly moved over to one of the other chairs, too stunned to argue. Poopatine placed the food down in front of them then sat himself.

He was just about to take a bite when all at once Kyle and Sigmund launched themselves into him! He cried out in alarm, dropping the fork onto his plate and reflexively holding them back. "We thought you'd left!" Kyle exclaimed.

"Have I ever broken a promise to you two yet?" Poopatine questioned in annoyance, shoving them off. Rather trying. They were attached. He frowned and pushed harder. No dice. He rolled his eyes and surrendered to it.

"Nein fazher, but you seemed zo sure you vould not stay," Sigmund covered, blushing deeply on realizing what he was doing. He slid off and returned to his spot flustered. He hated displaying shows of weakness. He was Sigmund the Sorcerer! He didn't have weaknesses. That was Kyle's job. Still shocked, Kyle sat back down as well.

"Did I now? Hmm," Poopatine mused aloud. He sipped coffee and opened up his newspaper. After a moment he declared, "You'll be pleased to know the student teacher program is finished. You're back to only one teacher. Good thing too. Lenny couldn't afford to close the Frosty Mart any longer. The exchange program goes for a long while yet."

"I _know_," Sigmund said in a relieved tone. "Zank goodness. I needed ze break from Milkveed."

"You still have your TV show to do," Kyle remarked.

"Ugh, do not remind me," Sigmund said, rolling his eyes. Janitor Poopatine chuckled.

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"At least I _have_ friends!" Kyle yelled as the two were taking out the books from their lockers, having found himself in the middle of a battle with Sigmund. Again.

"Fanboy und Chum Chum? Vell, you really _are_ desperate," Sigmund bit.

"Hey, leave my ninnies alone!" Kyle shot.

"Your ninnies?" Sigmund asked. He chuckled mockingly, then said as they walked down the hall, "Vith friends like _zem_ it iz no _vunder_ you are inferior in every vay."

"At least I _have_ friends!" Kyle repeated.

Sigmund was about to laugh when he bumped into someone, knocking them both down. He frowned, ready to zap the other, but was stopped when a high pitched voice said dully, "Ugh, nice going loser. Why don't you, like, watch where you're going or something." He looked up. That girl, Francine he believed it was, had been knocked down.

"Vell excuse _me_," Sigmund bit back rising, helping her up then aiding her in collecting her books.

"Whatever," she replied, snatching them and walking passed. Sigmund watched after her, annoyed, then smirked. She was quite amusing, really. Oh well, back to Kyle.

"Nice going show-off," Kyle nipped. "I supposed that's the reason you don't have friends." He chuckled tauntingly.

Sigmund conjured up a fireball and was ready to use it when a voice said, "Hey Sigmund, dude, s'up?" Kyle gasped and looked ahead. Duke and Michael Johnson were heading their way, Duke being the one who had spoken.

"Michael, Duke," Sigmund greeted, smiling at them and extinguishing the flame.

"Let's boogie on down to class," Michael Johnson said.

"Zo long Kyle," Sigmund called, waving.

"B-but how? Why? When did you three become _friends_?" Kyle called after them, completely confused. Sigmund just laughed along with the other two at some joke they'd shared. Kyle sighed deeply.

"Hey Kyle!" Fanboy suddenly called from behind.

"Hey Kyle!" Chum Chum shouted.

"Hey Kyle!" the two sang together. Kyle groaned and turned to his two best friends, annoyed. His ninnies; he couldn't live _with_ them, he couldn't live _without_ them. Worst of all, he realized with a shudder, he wouldn't trade them for anything. Well, maybe Milkweed, but even _that_ was negotiable. He hadn't let Sigmund blow them up in exchange for re-admittance, after all.

"Oh for the love of Pete, let's just get to class!" he shot, annoyed.

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Mufflin dully took attendance. "Cheech."

"Here."

"Chris."

"Wuh."

"Fankylechum."

"Present!"

"Yo."

"Right here Mr. Mufflin sir," Yo replied, giggling girlishly.

"Great. Lupe," Mufflin said dully, shooting her an annoyed look.

"Si."

"Cher."

"Rare rare, Cher is here!" Cher cheered, waving her pompoms in the air. Duke smirked as she sat and high fived her.

"Duke."

"Yo."

"Michael."

"Smooth," Michael sang.

"Purple Kid and Talking Raccoon."

"Hi Mr. Mufflin!" Fanboy and Chum Chum exclaimed, practically leaping up. Kyle dragged them back down glaring daggers at them. They grinned innocently and stayed put.

"Nancy."

"Here sir."

"Francine."

"Whatever," she answered, filing her nails.

"Sigmund."

"Uf course," Simund answered, following Francine's example and paying attention to his nails boredly. Hmm, his producer wouldn't have him on camera unless these were taken care of.

Francine noticed his actions and rolled her eyes with an annoyed sigh. She took his wrist from her seat behind him and said, "Ugh, you boys are so hopeless. Here." Without a word she began manicuring his hand.

"Francine," Sigmund greeted, slightly surprised at the random gesture. "Very vell, continue to manicure. How much vill you charge?"

"Look sorcerer guy, Sigmund, this is totally free. You needed it badly," Francine answered. He snorted in derision. What would _she_ know? She huffed. What did _he_ know?

"Kyle."

"Here sir," Kyle replied, rolling his eyes at his 'brother' and Francine.

"Good. Everyone's present. Today we're watching a documentary," Mufflin dully said.

"Ooh really?" Kyle excitedly asked, leaning forward in his desk with wide eyes.

"What is it on?" Nancy eagerly questioned, as excited as Kyle.

"Clowns," Mufflin replied.

"Ooh, goody!" Kyle and Nancy exclaimed at once, taking each other's hands and grinning, bobbing up and down. Realizing what they were doing they froze and looked blankly down at their hands. Quickly they pulled away cringing. Just then, though, Kyle noticed Sigmund's expression and started. Why did he look so horrified? He was practically frozen stiff. Kyle raised an eyebrow then shrugged it off, turning excitedly to the front as Mufflin set it up grumbling. Ugh how the teacher wished Lenny were here. That kid was way better at things like this than him.

"Nein!" Sigmund suddenly exclaimed in horror, shooting up. Everyone turned to look at him funny. He cringed and sank back down, holding his hand out to a shocked Francine again. She raised an eyebrow and went back to the manicure.

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"Clowns are not freaks to be feared. Under their makeup they're just like you and me," the narrator of the documentary was saying.

"Z-z-zat iz-iz v-vun m-man's op-opin-opinion," Sigmund stammered shakily. Kyle watched him in disbelief. He couldn't believe what he was seeing! Sigmund was practically curled up in the fetal position and rocking back and forth, eyes wide!

"Well, well, well, so the great Sigmund is finally _afraid_ of something," Kyle realized, eyes lighting up devilishly. Sigmund hated the tone Kyle was using, but at the moment he wasn't in the arguing mood, eyes glued to the screen. Kyle tittered excitedly. Finally he had something to boast about and hold over Sigmund's head! Who knew the great Sigmund was actually afraid of _clowns_!

Just then a clown appeared on screen suddenly, laughing loudly. Sigmund screamed and leapt into the air. Landing, he latched onto Francine in terror, cowering against her while holding her tightly. She looked startled, then annoyed, then amused. She'd seen some of the other girls' jealous expressions. Well, she could play this up. She loved being the centre of attention. He was shivering uncontrollably, unable to stop. "There, there baby," she said, holding him tenderly back with a cruel glint in her eyes as she relished in the envy of the others.

"Oh gag me with a spoon," Kyle muttered to Nancy. Nancy giggled and nodded in agreement. Sigmund was too busy shaking to bother even thinking to enjoy it or play it up. Mufflin raised an eyebrow. Well, this was unexpected. At least the documentary was almost over. Much longer and the sorcerer would be having a panic attack.

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Sigmund sighed in relief as science rolled around. He had been shaking all day, unable to focus, but chemistry was something he was schooled in. After all, it took chemistry to mix up potions and elixirs for purposes only befitting Milkweed students. Besides, he was working with Michael and Duke. At least they hadn't teased him. The benefits of being famous, he supposed. Then again, he doubted they really cared anymore that he was famous. They'd gotten over _that_ soon enough. "What should we make?" Michael questioned.

"How about a sleeping potion?" Duke asked.

"Vat made you come up vith _zat_ idea?" Sigmund asked.

"I was sleeping all through the documentary," Duke answered.

"Good luck sleeping _tonight_," Michael remarked.

"There's the reason," Duke said.

"Very vell," Sigmund agreed, poofing up the ingredients. Duke and Michael blinked then clapped. Sigmund smirked and bowed.

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"Did you see the way he was shivering? It was glorious!" Kyle exclaimed to Fanboy and Chum Chum, who looked blankly at him.

"Um, Kyle, aren't you usually the one to get us started on out projects?" Chum Chum asked.

"Who cares? Sigmund the Stupid Show-off is afraid of clowns!" Kyle crooned.

"That was pretty funny," Fanboy admitted, smiling. "Hey! We should make a potion that gives us superpowers!"

"Why on Earth would _I_ need _that_? I'm a wizard," Kyle replied.

"Yeah, but _we_ aren't," Chum Chum chimed. "I want bouncing powers!"

"Ooh ooh, I want to fly and be super strong and shoot lasers from my eyes! Oh yeah, and be bullet proof!" Fanboy exclaimed.

"Ninnies," Kyle insulted. "How about we use _this_?" he added, opening up his Necronomicon and pointing to a spell. "Mystical cure for who knows what, but the point is it'll get us a pass for sure."

"Fine, if you wanna be boring," Chum Chum said, crossing his arms and pouting.

"Hey, maybe it gives super regenerating ability!" Fanboy exclaimed. Kyle sighed in annoyance but poofed up the ingredients.

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As Mr. Mufflin was walking around checking the experiments, Fanboy leaned over to Sigmund and said, "Psst, guys, what did _you_ make?"

Sigmund raised an eyebrow and rolled his eyes, answering, "Ein sleeping formula. Go avay."

"Cool! Can _we_ see?" Fanboy asked.

"Unlikely," Sigmund replied. "Zis vial iz staying in mein hands."

"Dude, where is it?" Duke questioned.

Sigmund gasped and opened his eyes. "B-but it vas just here!"

"Uh oh," Michael remarked, pointing. Quickly Sigmund turned with a gasp.

"Ooh, it looks cool," Chum Chum said, tossing the vial up and down!

"Vhat are you doing! Give it back!" Sigmund ordered angrily. "Kyle, get your ninnies in check!"

Kyle muttered under his breath but didn't argue. No telling _what_ sort of weapon those two could turn a harmless sleeping potion into. "Give me that!" Kyle shot, snatching it and pulling it away. Unfortunately, in the process the cork popped out and Sigmund got a whiff of the sleeping scent full on. He coughed and waved the cloud away, snatching the bottle and putting the lid back on. He wavered unsteadily, groaning.

"Whoa, easy," Michael said, grabbing him as Sigmund nearly fell backwards.

"This isn't good," Duke remarked worriedly as Sigmund's head rolled from side to side as if he were drugged.

"Now class, hand in your chemicals. Our test review is about to start," Mufflin declared. Oh good, Sigmund determined. Now maybe he could pay attention.

"I vill bring it up," the sorcerer volunteered.

"Um, I think _I'd_ better do it. You look like you need to sit down," Michael remarked, taking the vial and hurrying away. Duke sat Sigmund down in his desk then hurried to his own. Their friend would shake it off. He hoped.

Mufflin began to speak. Sigmund could hardly make out the words. Why was everything so blurry? "Sigmund?" a voice questioned. Who was that? He looked over. Of course. Kyle the Constipator. He couldn't be bothered replying. He just wanted to sleep. He yawned and suddenly collapsed over his desk! Kyle blinked blankly at him. Well _this_ wasn't good. He cleared his throat and turned away innocently, ignoring as if he didn't notice. Let him sleep it off. Sigmund could get the notes from Michael or Duke. If push came to shove he supposed he could supply them himself, though.


	3. Night Of The Living Clowns

_**Fanboy And Chum Chum: Attack Of The Clowns**_

Night Of The Living Clowns

The moon shone brightly above. Wispy clouds drifted passed. It was dark; _too_ dark for a night like this; a full moon and stars in abundance. The trees were scraggly, leafless. In the distance a wolf's howl was heard, almost unnatural. Bats squeaked, flying passed the trees as an owl hooted and turned its head. A crow cawed from somewhere and a light greenish mist spread across the barren ground. Where was he? The leaves crunched under his feet. What was he walking towards? The leaves stopped and suddenly the land was free of any inhabitant. Strange… he wasn't walking anymore, but he could see everything that was going on. It was like he was still moving.

The mist cleared ever so slightly; just enough to reveal the shapes of headstones of all sorts. Headstones? Oh this wasn't good. In the distance blew the remains of some tattered tent. A big top? Wait a minute. Big top, circus, _clowns_! He felt his throat closing off. He was unable to breathe. Oh why couldn't he turn and flee? The howl sounded again and in the distance a bell tolled dark and low. Wicked laughter was heard over the wind that was picking up. What on Earth was going on? Then the ground began to move. His eyes widened. He couldn't breathe! This wasn't happening. It _couldn't_ be! A hand shot through the ground grabbing his foot, rotting and eerie. Oh what fresh Hades was _this_? He screamed and pulled away.

Moaning and groaning was heard. No, this wasn't happening. No, no, no! The figures appeared and he tried to scream. No sound came out! Clowns! They were rotting zombie clowns! Oh gods get him out of here! He couldn't run, he couldn't scream he couldn't cast a spell, he couldn't do _anything_! He screamed in terror. They were coming towards him! Get away, he desperately wanted to shriek. Then all at once he was overlooking Galaxy Hills, cowering behind a rock. No… they were attacking the town! No one could escape. People were dropping like flies, becoming one of them! Clowns were everywhere! Oh gods make the clowns go away!

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He became aware he was screaming, screaming, screaming. Where was he? What had grabbed him? "Nein, leave me alone! Let me go!" Sigmund screamed. Clowns. It _had_ to be!

"Sigmund, Sigmund!" a voice called to him loudly. He recognized that voice from the first syllable. That definitely wasn't a clown. His father…

His eyes opened in a panic. He realized he was in a cold sweat breathing faster than could be good for him. Kyle, Mr. Mufflin, and the rest of the class were looking down at him in concern. Janitor Poopatine was looking down on him while Francine held his head up. Kyle was anxiously watching. "F-fazher; v-vhat h-happened?" Sigmund stammered in a hoarse whisper.

"Father!" the class exclaimed in shock.

"Um, figuratively!" Kyle exclaimed quickly.

They blinked at Kyle blankly, then Michael answered, "We don't know."

"You just started convulsing and screaming!" Duke exclaimed.

"We couldn't wake you, so I called in Poopatine," Mufflin stated, noting the secrecy the boys were struggling to keep.

"We were about to deliver you to the doctor when you woke up," Kyle added.

Sigmund, now blushing in embarrassment, quickly waved his hand, saying, "Oh please, it vas nussink. Just ein spasm."

"Maybe so, but I'm still bringing you home," Poopatine declared. "Hank, I suppose you have the test notes?"

"Right here," Mufflin offered, handing them over.

"Excellent. Up you go boy," Poopatine said. Francine and Kyle helped Sigmund stand. He wavered unsteadily and nearly fell, but Poopatine held him up. "Come on son, let's go," Poopatine encouraged, putting the boy on Brenda.

"What am _I_ to do?" Kyle questioned.

"I'll come and pick you up after school," Poopatine answered.

"Humph, very well," Kyle said, annoyed Sigmund was getting off school early. Seeing the confused looks of the other classmates, Kyle said, "Um, you see, it's like this… Uh, we're trying to get in character for a play?"

"Kyle, why are you hiding it? Embrace it!" Chum Chum encouraged.

Kyle paled and gasped. Oh no, they were going to spill! "Sigmund and Janitor Poopatine are really Kyle's big brother and father!" Fanboy exclaimed.

"No!" Kyle cried.

"No way!" the class exclaimed. Kyle cried out in alarm as he was swarmed with questions from everyone except Nancy, who looked at him in shock? Well, at least it would be one less classmate probing him for information that he himself didn't know.

"Back to your desks!" Mufflin ordered. The class groaned but obeyed. Kyle sighed in relief.

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"What did you dream of Sigmund?" Poopatine questioned, sitting on Brenda and watching his eldest read on the couch.

"It vas nussink," Sigmund answered, seemingly engrossed in a book.

"That wasn't nothing," Poopatine argued.

"Do you not have Kyle to pick up?" Sigmund demanded, getting testy.

"I will drag an answer from you one way or another. Don't make this difficult," Poopatine growled in warning.

Sigmund frowned, challenging him, but soon enough he backed down. It was impossible to win a battle of wills with this Janitor. "Clowns," he answered simply.

"Clowns?" Poopatine incredulously asked.

"I am afraid uf clowns, all right! I am terrified!" Sigmund shot angrily. "Can ve change ze subject now?" Poopatine twitched. Clowns? Of all the things to be scared of, clowns?

"See, that wasn't so hard. I'm going to get Kyle," Poopatine finally said, opting not to comment on the fear. He knew his own biases would get out if he did, and that wouldn't be helpful to the sorcerer.

"See if _I_ care," Sigmund answered, waving him off. Poopatine shook his head. He should probably do something about the cocky little boy, but he couldn't be bothered. He harrumphed and walked away.

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It was pouring. Rain was pelting against the windows and walls. Thunder echoed through the night, lightning flashing every few seconds and lighting up the home. Poopatine lay in bed sleeping. All at once a particularly loud clap of thunder boomed through the night, shaking the house, and Poopatine was jerked awake by a bloodcurdling scream! He gasped and shot up. "What on Earth?" he questioned, sharply looking over. That was one of the boys! Before he could fling off the covers and race to see what was wrong, however, his bedroom door burst open and Sigmund raced in like a flash, diving into the bed next to him! "Sigmund!" Poopatine exclaimed, shocked.

"Make zem leave!" Sigmund screamed, burrowing under the blankets and burying his head beneath them and against the janitor.

"Make _what_ leave?" Poopatine demanded, too flustered to react.

"Ze nightmares und ze flesh eating zombie clowns!" Sigmund shrieked at him, panicked.

"What on earth is happening?" Kyle's voice called. The door was thrown open again and Kyle asked, "Papa, what's with Sigmund!"

"A nightmare," Poopatine simply answered.

"It vasn't! It-it vas-vas too real," Sigmund gasped out. "I-I can still smell zem."

"Smell _what_?" Kyle demanded.

"Ze undead clowns," Sigmund replied.

"Undead what now's? Unbelievable. You may well be the first person ever to have a nightmare after watching a _documentary_. There are no undead clowns _here_," Kyle stated in annoyance.

"Zere _are_!" Sigmund insisted. "Maybe not here, but zey are coming."

"Oh bother. I'm going back to bed!" Kyle shot, annoyed. "Goodnight and good riddance."

"You vill be zorry Kyle!" Sigmund called after him. Kyle laughed scornfully.

Sigmund looked up at Janitor Poopatine, just remembering where he was. Poopatine looked unimpressed and annoyed. "Are you going to go back to bed now?"

Sigmund hesitated then replied, "Nein?"

Poopatine sighed in annoyance and lay back down. Sigmund blinked. Well, it wasn't an invitation, but his father hadn't banned him either. Sigmund squirmed under the covers again next to his dad. Feeling safe and comforted once more, he finally drifted off again.

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Poopatine heard whimpering in his sleep. Great. Another nightmare. Third in a row. Groggily he glared at whatever was shivering against him. Oh yes, Sigmund. Poopatine scowled. "Oh not this again," he complained. "Sigmund!" he shot, shaking the boy.

Sigmund screamed, shooting up with a gasp and looking around in a panic. His eyes fell on Poopatine and he looked away and down. He knew full well the janitor was getting impatient very quickly. "Zorry," he muttered.

Poopatine forced himself to take a deep breath, knowing he sounded too agitated. "Never mind. What was it this time?"

"Nussink," Sigmund answered. Great, Poopatine realized, the boy was shutting down because he was worried he'd get upset.

"Sigmund," Poopatine warned.

"It vas ze same," Sigmund answered, looking at Poopatine. "Except zis time zey vere right outside our home." Just then they heard a scratching at the window. Sigmund clung to him desperately with a death grip.

"It's just your imagination," Poopatine assured. Sigmund shook his head, shaking. "Alright, I'll check outside and see if there are any zombie clowns. Will that make you feel better?" he questioned.

"Yes," Sigmund replied, nodding and releasing the man. Poopatine sighed and got up, going to the window and grumbling. He pulled open the curtain and scanned the ground. Clear. He turned around and said, "There's nothing outside, son."

Just then lightning flashed and Poopatine saw Sigmund go almost literally white. The boy opened his mouth to scream, but nothing came out. Alarmed, Poopatine swiftly spun around. Nothing was there. Okay, now he was concerned. Was the sorcerer hallucinating? He turned back curiously. Before he could ask, though, Sigmund hollowly said, "It vas looking through ze vindow."

"Sigmund, nothing was there," Poopatine gently said, eyes becoming worried. This wasn't a good sign.

Just then there was scratching again, and a laugh was heard from outdoors. Poopatine spun around, but this time he saw hands dropping from the ledge. Wait. _Hands_! He gasped and darted to the window, throwing it open and looking out. A garbage can clattered and sharply he looked over. In the distance he saw a figure limp into an alley moaning. A figure that wasn't quite all flesh. He paled, mouth dropping. Alarmed he gasped and slammed the window, locking it and shutting the curtains. Perhaps that boy wasn't crazy after _all_. Little did he know, just below the window sill, almost about to reach up and grab him, had sat an eerie painted figure grinning maniacally.

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"Fazher, Kyle's house iz not enchanted. Zere iz no protection from zem breaking in," Sigmund tightly declared. Poopatine grabbed a wand from the bedside table. Kyle had them everywhere. Of course he had his favorite and all others were just backup, but they were everywhere.

Poopatine waved it around wordlessly, then put it down assuring, "Now it is."

"Vat if it's too late?" Sigmund questioned. Just then they heard a scream and gasped, whirling. "Zat vas Kyle!" Sigmund cried.

"Kyle!" Poopatine shouted, racing to the door. He almost had reached it when it was thrown open and Kyle sprang into his arms, knocking him back.

"Daddy!" Kyle cried.

"What!" Poopatine demanded, quickly shutting the door.

"S-s-something w-was at my-my window. I-I didn't hear it then it suddenly screamed in pain and I woke up. It-it was almost inside, reaching for me, and I zapped it out the window! It-it was-was a-a clown," Kyle stammered, looking at Sigmund in shock. The sorcerer hadn't been crazy!

"Ze protection spell vorked just in time zen," Sigmund said.

"W-what?" Kyle asked. Quickly they filled him in. By the time they were done, Kyle and Sigmund were both curled up against the janitor clinging to him for dear life and looking around.

"Perhaps it was nothing. Maybe tomorrow they'll be gone and things will be fine. We can find a way to deal with them later," Poopaine assured.

"Vhat if it vas _somesing_ zough?" Sigmund asked.

"I don't know," Poopatine gravely admitted. The two swallowed and burrowed under the covers. Poopatine looked uncertainly at the window as thunder clapped.


	4. Dawn Of The Clowns

_**Fanboy And Chum Chum: Attack Of The Clowns**_

(A/N: When there is no room in, well, you know where, the clowns will walk the earth.)

Dawn Of The Clowns

"I sense a disturbance in the force," Poopatine declared as he and the boys stood in the street.

Sigmund blinked and looked around. Buildings were in shambles; cars were burning or stopped randomly. The sky looked more red than usual. All in all an apocalyptic scene. Frowning the sorcerer asked, "Vhat vas your first clue?"

Poopatine looked at him then grinned sheepishly, admitting, "It was quiet. Too quiet."

"Oh it's nothing. It's like this whenever Fanboy and Chum Chum come through on a sugar high. But still, it _is_ quiet. Especially for a scene like _this_," Kyle said nervously, looking around. Just then they heard groaning and looked back down the road. Something was slowly limping towards them. They heard a clatter and turned to an alley. Something had tumbled out and was now glaring at them, breathing heavily. "Perhaps we should hurry along?" Kyle asked. The other two nodded and the three sped up.

"There's the school," Poopatine declared. Sigmund looked back. The two things were following, and now there were others with them!

"Good. Ve are almost zere," Sigmund said in relief, looking ahead again. By his expression the other two didn't need to look to get what he'd seen.

Kyle pulled on the door. It didn't move. He swallowed. "Locked," he squeaked as the things moved closer, sped up.

"Not a problem," Janitor Poopatine declared. He pulled out his spare keys and put them in the door, quickly unlocking it. The three went inside. Poopatine paused before continuing, though, and looked back.

"Vhat?" Sigmund asked.

"The door was locked for a reason," Poopatine declared. "Perhaps I should lock it again."

"B-but what if there are any survivors?" Kyle asked. Wait. What possessed him to say _survivors_!

"Hope zey make it," Sigmund answered as Poopatine locked the door. Kyle swallowed.

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"The school is silent as a grave," Kyle remarked as they walked down the empty halls. Ooh, what made him say _that_? He was only terrifying himself _more_ with these grim thoughts.

"It smells strange," Sigmund tightly remarked.

"Just decay, boys," Poopatine murmured.

"Decay?" they both exclaimed in terror.

"Wait!" Poopatine shot, putting out his arms and stopping them. They were silent.

"Vhat?" Sigmund whispered.

"I hear noises coming from that room," Poopatine replied, looking at the library. The two boys cowered behind him as he moved towards the doors, key in hand. He put it in and unlocked them. He took a deep breath and opened the library up.

All at once a scream was heard. Poopatine cried out in terror and fell back away from a clown. Sigmund screamed in horror, Kyle was frozen a moment before realizing he should do something. The clown was trying to bite Poopatine, it was fighting him! "No!" Kyle cried, zapping it with a wand. Poopatine slammed the library door and locked it.

"Run boys!" he ordered. Sigmund was still screaming, though. Kyle slapped him, snapping him out of it. Sigmund caught his breath and grabbed Kyle's arm in a death grip, panting. You could practically see his heart beating.

"Zey are coming," Sigmund said, shakily pointing down the hall. Sure enough they heard moaning and clowns came from around the corner. The three screamed and tore down the halls. All at once another door was thrown open and clowns came tumbling out. Sigmund was gone in a wink before Poopatine and Kyle could blink. They rounded a corner and caught up to him outside Mufflin's classroom door, desperately pulling at it.

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"Easy, Sigmund," Poopatine assured. Sigmund latched onto him tightly as Poopatine inserted the key and unlocked the door. Slowly he began to open it.

"Freeze clowns!" a voice suddenly ordered. The three screamed in terror on finding themselves staring down the barrel of a staple gun.

"Hank, it's just us!" Poopatine exclaimed.

"Russ! Sigmund, Suck-up," Mufflin greeted in relief. "Get in here." He dragged them inside then slammed the door, locking it.

Sigmund and Kyle swallowed, looking around. The curtains were down, windows barred. It was dark. In the middle of the room the class sat huddled together, shivering behind a fortress of desks. "Kyle, you're alive!" Fanboy and Chum Chum exclaimed, leaping up and tackling him.

"Sigmund, dude, you made it!" Duke exclaimed, standing as Sigmund went worriedly towards the barricade of desks.

"We thought you were a gonner," Michael added.

"V-vhat…h-how… zis-zis shouldn't be…" Sigmund stammered in a tight voice. He felt dizzy but refused to faint. Instead he shut up and sat on the floor holding his head. This wasn't happening.

"W-whatever is going on?" Kyle tightly asked Fanboy and Chum Chum, hugging them for one of the rare and only times he had dared to.

"We have no clue," Fanboy answered.

Chum Chum added, "The other classes were outside playing, but Mr. Mufflin was keeping us in because he said something had happened in the cafeteria and he didn't think it was safe. We were watching out the window then the other kids began to scream and we saw these freaky clowns climbing into the playground and attacking everybody!"

"They tried to get in but Mr. Mufflin pressed an alarm button and locked his classroom solid," Nancy added.

"T-the other classes did-didn't have that system and we-we heard the t-teacher's screaming and windows breaking. They-they're in the school waiting for us," Francine said fearfully.

"We're doomed!" Cher screamed. The class burst into tears.

Sigmund and Kyle twitched, reluctant to join in with the weeping, after all they were far too mature for _that_, right, but finally Kyle said, "Oh nuts to this." He dove behind the desks and burst into tears too. Sigmund was too busy rocking back and forth in shock to bother crying. Duke and Michael dragged him behind the barricade where he continued to shut down.

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Poopatine gaped in shock at the crying children. "N-no one _escaped_?" he asked Mufflin.

"I tried to call up the other teachers, but no one answered. All I heard on the other end was moaning and groaning," Mufflin admitted, looking twenty years older.

"Do you know if there are any other survivors?" Poopatine questioned. "Anywhere in the town at _all_?"

"I… I don't know," Mufflin admitted. "Wait!" He gasped, paling, and Poopatine became worried. Mufflin had just become alarmed at _something_. He was thinking of someone. Who? Mufflin dove for the phone and grabbed it, quickly dialling a number. Poopatine raced over. "Come on, come on, pick up," Mufflin willed.

"Who?" Poopatine dared ask.

"Frosty Mart," Mufflin answered. Poopatine started, understanding instantly. Lenny. He was worried for Lenny.

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Lenny screamed as a clown tried to grab him while he ran desperately for the Frosty Mart. Only in Galaxy Hills would he wake up to some undead clown drooling over his bed and about to bite him! He'd screamed in terror and struck the thing with his lamp. Promptly he'd leapt up and bolted, glad he'd worn his uniform to bed that night. What was going on! Where had these things _come_ from? He managed to dodge an attack. He grabbed a stick and hit another away. He was almost there! He dove through the door and rolled. Turning quickly he slammed it shut and locked it. The clowns were trying to break in! He fell to the fetal position and rocked back and forth. "Mommy," he moaned. Just then the clowns stopped. They were moving away. Where? Lenny gasped and shakily rose, peering out. Wait, there in the distance. He gasped. It was Boog!

Boog was terrified. Where had these things come from! What _were_ they! Why were they here? He'd never hit someone before in his life. Sandy was too precious to him. But this time the person had leapt right in front of him. He hadn't had a chance to hit the brakes. The man had gone under. He'd leapt from the car and raced back cursing in his head. He'd tried to get the guy up, but he wouldn't move. At least not at first. Suddenly the victim had sharply turned to face him. He hadn't been affected at first, it was just some clown; then it had tried to bite him, then he'd seen the hints of decay, and he'd screamed. This wasn't human! Now he tore down the street in Sandy, crashing through every clown that attacked, sending them flying. He screamed in horror on seeing the fresh gang. He gunned the engine and plowed over them all. He screeched to a halt outside the Frosty Mart and leapt out of his car, bee lining for the door. He looked back. The clowns he'd hit, they were standing up! They shouldn't even be alive! They were moving towards him! He screamed again. "No way man!" he exclaimed. He looked ahead. Suddenly the door opened. Lenny was there beckoning for him to hurry! "Lenny!" Boog cried.

"Boog, you're alive!" Lenny shouted.

Boog dove inside and ordered, "Shut the door, shut the door!"

Lenny was about to do so when a voice called, "Hold the door!"

He and Boog looked over with gasps. There, racing towards them on Mitzy, was Oz!"

Oz hadn't expected a customer like the one who had entered. He hadn't looked up when the person entered his store. He'd been busy. He'd heard shuffling, moaning. He'd figured the customer just had heart burn. Yeah, right. A comic was slipped across the desk, some 'zombie' type thing. He hadn't cared, at first. Then he smelled something disgusting and looked up at the person in disbelief. Rotting clown, there was no other words. He'd just blinked at the thing as it held the comic, breathing raspy. Then he'd heard his mother scream, heard Mitzy bleat in terror. Seconds later two things wrapped in cotton candy cocoons had rolled down. Then the clown attacked with a roar. He'd screamed and grabbed an emergency recalled toy, shooting it. He ran to his mother and Mitzy. He'd ripped open the nearest cocoon. Mitzy had leapt out, terrified. It looked like the goat had been about to undergo some change. He soothed her, for luckily she was still fine, but what about his mother? He was about to free her when he heard more moaning, saw shadows. Mitzy was panicking. Oz didn't stick around to watch. He'd leapt onto the goat's back and bolted onto the streets with her, galloping away. He was regretting it ever since. They'd tried to swarm him and Mitzy. For once in as long as he could remember, he found himself loving the goat like a true pet. Almost as good as a horse, as far as _he_ was concerned at this point.

"Ozzy boy is alive?" Boog asked.

"I thought for sure he was _gone_," Lenny added.

"Yeah. _I'm_ the only one of us capable of living through this, yo!" Boog exclaimed.

"Hey, apparently not. Oz, hurry!" Lenny called.

"Come on man, they're comin'!" Boog shouted. Oz bolted inside with Mitzy faster than either employee had begun to think they could move. Lenny slammed the door and hit an alarm button. Instantly barricades came down and lights went out, then everything was silent.

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The three huddled together with the goat, shaking as the things clawed at the doors and windows. "This isn't happening, seriously. It's gotta be a dream," Oz said. Mitzy bleated.

"This ain't no dream! We're dead!" Boog exclaimed, seizing him.

"W-we have to _do_ something," Lenny declared.

"Like _what_?" Oz asked.

"Agent Johnson! Of course!" Boog exclaimed. "He's gotta be alive, he's just gotta be."

"We should call him then," Lenny declared. He carefully went to the phone and reached for it. Just then it rang and the three screamed.

There was silence, then Oz questioned, "Are you gonna answer?"

"Sh-should I?" Lenny asked.

"It might be help, man," Boog suggested, shivering.

Lenny bit his lip, but something told him it was a safe call. He picked it up and stammered, "H-hello? Y-you've reached Frosty Mart. If this is a survivor, I and my friends Boog and Oz are trapped here with a goat, surrounded by weird zombie like clowns or something! We need help!"

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"Lenny, you're alive!" Mufflin exclaimed in relief. "Lenny, Oz, Boog, and Mitzy are still going!" The class cheered.

"Mr. Mufflin!" Lenny exclaimed in relief. "Where are you?"

"In my classroom at school. We're trapped here too," Mufflin answered.

"His class is there, Fanboy and Chum Chum included!" Lenny declared, knowing Oz was primarily concerned for those two annoying pests.

Oz sighed in relief, saying, "Good."

"Pop, w-what do we do?" Lenny stammered.

"I don't know, son, I don't know. We'll figure something out somehow, I promise," Mufflin assured.

"In time?" Lenny asked.

"If you still have the ruler sabre and nail gun, now would be the time to use them," Mufflin stated gravely.

"Y-yes sir," Lenny agreed. "We'll hold the fort here as long as we can. If you have a walkie talkie we can keep in contact with each other. Frosty Mart is full of them."

"Right. Will do. Be careful kiddo," Mufflin said. "I wish we could get to you."

"Me too. Careful sir," Lenny replied. He hung up and swallowed, looking back at the others. "They'll figure something out. Until then we're on our own."

"We can't just _sit_ here! I mean look at dem. They're so slow we can just walk right by!" Boog exclaimed.

"Right. We'll form our _own_ plan of escape. Seriously," Oz declared, petting Mitzy. All at once a fast clown ran into the windows and began clawing at it. Faster than any of _them_ could move, _that_ was for sure. They twitched. "Okay, no walking passed them, but we don't need to rely on the little kids either. Let's put our heads together, seriously."

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"Now what?" Lupe questioned as Mufflin hung up and pulled out a walkie talkie radio.

"Maybe we can make a break for it," Yo said.

"Yes, why don't we? When we came here the streets and hallway were clear… mostly," Kyle offered.

"Wuh wuh, wuh wuh wuh" Chris offered.

"Yes, why _don't_ we dig a tunnel?" Fankylechum translated.

"Good call Chris," Cheech chimed.

"Can you explain how we'll dig through tile?" Janitor Poopatine demanded.

Just then they heard breaking glass and gasped. Hands were pushing through the classroom door. They heard the moaning and roaring. "They're coming!" Yo screamed, clinging onto Chum Chum as if her life depended on it. For once he wasn't annoyed or horrified either. He held her tightly back as the two shivered.

"Um, Janitor Poopatine, perhaps now would be a good time to reveal your cave?" Fanboy tightly suggested.

"Cave?" Kyle and Sigmund questioned, looking curiously at the Janitor.

Poopatine blinked as all eyes went on him. He hesitated then replied, "For all I know they could be in my closet and making their way here as we speak. We go down there we'll be trapped both ways."

"But you had _two_!" Chum Chum exclaimed.

All eyes went to Poopatine again. "Oh _do_ you?" Mufflin questioned. "Well it would be nice to use them now. The Shunning Cave leads back into this classroom. There's no escape _that_ way."

"It wasn't planned!" Poopatine barked. He sighed then finally admitted, "The Cave of Carnival Related Delusions is the one that connects to this classroom."

"Carnival?" Sigmund exclaimed. Carnivals meant clowns! He couldn't face _that_! Maybe there were no clowns in these delusions. Oh who was he kidding? Wait, what was his father doing with a Cave of Carnival Related Delusions?

"Better than the Cave of Madness," Poopatine said.

"Cave of Madness?" Kyle shot. What _other_ secrets did this janitor have?

"Better either one than sticking around here and waiting to be torn to shreds by clowns," Nancy practically stated. "Where's the tunnel?"

Poopatine quickly moved over to the floor and opened it up. "Everybody inside. Do not believe your eyes. Anything you see down there is a lie except for those of us in this room right now. Don't touch anything, stick to the path," he ordered flatly.

"Are you kidding?" Francine uncertainly said. This sounded more dangerous than facing the _clowns_.

"No, get in," Poopatine repeated. "Mufflin, take the lead. I'll stay back here until you're all in."

"How about _you_ take the lead and _I_ take the rear. I don't know where your caves go," Mufflin said. Poopatine glared at him but harrumphed and jumped down.

"Come on!" he called up. Kyle grabbed Sigmund, dragging him up and racing for the cave. The others followed. The class nimbly leapt down. Mufflin heard the door unlock and gasped. Quickly he jumped inside and shut the entrance behind him. They heard the crashing of the door as the clowns and their latest victims came in and began tearing the place apart.

"H-how do they infect their victims?" Cher fearfully questioned, clinging onto Duke as they listened to the noise above.

"They wrap them in cotton candy and when they break out, they're clownified," Mufflin replied. "I watched them do it to Lunch Lady Cram. What are you waiting for Russ?"

"Remember my warning," Poopatine stated seriously. "Kyle, Sigmund, stay at my side and don't wander off."

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"Please can we go on the rides, please, please, please," the children begged.

"For the last time those aren't rides!" Poopatine shouted.

"The cotton candy isn't real either?" Mufflin asked, slightly upset.

"Spider and cob webs," Poopatine answered.

"Great," Mufflin complained.

"Patience children, we're almost there. Brenda, scan the closet for any signs of clowns," Poopatine ordered Brenda, whom Sigmund was curled up on. The chair was covering his eyes because all he was seeing were clowns. Brenda beeped in agreement then scanned quickly. The chair beeped again. "Good. So far it's clear," Poopatine translated.

He rounded the corner and they saw the end of the tunnel. They all cheered and ran for it. "Russ, tell me that's not a delusion," Mufflin pled.

"If it were I would have stopped them long ago, Hank," Poopatine assured.

"About time," Mufflin said. The two ran after the children.

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Reaching the end, the class danced around laughing and cheering. Poopatine and Mufflin walked out. They looked at the closet door. Figures were outside of it hitting it, moaning. "They haven't gotten _in_ yet?" Mufflin questioned.

"You expected my closet to be easy to get into?" Poopatine asked, offended. "Didn't you think for a moment I would be prepared for the most ridiculous of situations?"

"Not _this_," Mufflin answered.

"Well I was!" he shot. He looked ahead at a dark tunnel.

"Is that…" Mufflin began.

"The Cave of Madness," Poopatine confirmed. White and green things flew out laughing with teeth bared. The children fell silent, looking at the cavern.

"B-but how iz zis possible? How did you find zese caves?" Sigmund asked aloud; glad to be out of the Cave of Carnival Related Delusions.

"That is for me to know and you never to find out," Poopatine answered, walking towards it. He paused outside, hesitating.

"What are the rules here?" Mufflin asked.

"Hope and pray you don't go mad," Poopatine answered.

"There's no guarantee!" Cheech exclaimed in alarm.

"The name didn't give that away?" Poopatine questioned. "Do not let your mind become consumed by anything that tempts you to give in to it. Set your mind on one thing and one thing alone or the madness will consume you"

"I don't want to go mad," Lupe fearfully said, pulling close to Chris.

"Wuh," Chris agreed, moving in towards her as well and hugging her tightly.

"I hope you _don't_. If you do, that will be it. The clowns will get you," Poopatine stated.

"Where does this go?" Chum Chum asked.

"To the kindergarten," Poopatine answered.

"Oh Kindergarten," Fanboy said. He then screamed. The others looked at him in shock. "Marsha!" Fanboy screamed, running around in circles. "Marsha, Marsha, Marsha, Marsha! I can't go there! She'll _kill_ me!"

"Looks like you've got the thing to occupy _your_ mind on covered," Mufflin said. "Let's get going."


	5. I Am Hero

_**Fanboy And Chum Chum: Attack Of The Clowns**_

(A/N: Last update for about a week now. I'll be going to Vancouver. Enjoy.)

I Am Hero

The group walked through the tunnel of madness apprehensively, trying to focus their thoughts on one thing. "Twelve years to retirement, twelve years to retirement," Mufflin thought.

"Wuh wuh wuh wuh wuh wuh wuh," Chris said to himself, but his eyes darted everywhere. He was scared and uncertain. He felt like letting his mind drift, but if he did that would be the end.

"I'm not going to make it, not going to make it," Cheech told himself over and over. He couldn't focus his mind on one thing! Already it was beginning to drift away!

"We are all going to die. Why not get it over with _now_?" Fankylechum questioned himself. The thought was consuming his mind, and somehow he knew this wasn't the thought that was supposed to keep him sane, because it was doing the opposite.

"Great, great, we'll escape," Cher chanted over and over to herself, smiling positively.

"Whoa, freaky cave much?" Duke wondered, looking around. He certainly hoped he'd make it. Wait, mind drifting. Not gonna happen. "Freaky cave," he told himself again, listing all the points that made it freaky.

"Cause' this is thriller! Thriller night, girl I can thrill you more than any ghoul would ever dare try. Thriller! Thriller night…" Michael Johnson sang to himself, bobbing to the silent beat and snapping his fingers.

"Snapping. Why is he snapping? The snapping isn't helping me focus! Oh no, my mind is going into a fog!" Lupe alarmedly thought to herself.

"Lupe looks scared. She must be drifting off. Oh no, not Lupe, no! Well, at least Chum Chum seems to be fine. Ooh, my little Chummy Chum. This is so romantic!" Yo thought to herself, letting her mind focus solely on Chum Chum. She wished she could help Lupe, but now it was everyone for themselves. Sorry Lupe. Oops, she was drifting between two thoughts. That was dangerous. She had to choose one or the other. She chose the one that was still sane. The other would make her too concerned to focus, then the madness would come.

"We're sorry, the number you have dialled is not available," Fanboy's mind said as he wandered blissfully along, almost completely unaware. "Marsha!" it suddenly screamed in panic, and his smile fell. Marsha or go mad, Marsha or go mad? Oh who was he kidding? He couldn't leave Chum Chum. No way.

"I wonder how Yum Yum's doing at home alone? I hope he's okay. Yeah, he must be. No zombie clowns would touch _him_," Chum Chum assured himself.

"I wonder who all will survive. I'm absolutely certain Nancy will. She's just clever enough. Impressive, really, how well she's been faring. Sigmund I'm shocked has lasted _this_ long. Let's see, I certainly hope _I_ shall live. Francine probably will make it. Father? Definitely. Mr. Mufflin for sure. Lenny, Oz, and Boog… well _there's_ a puzzler. I won't be shocked either way," Kyle mused.

"Cheech won't make it. Neither will Chris or Fankylechum. He already looks gone. I don't think Lupe will either. Michael is snapping too much and it's getting to her, I can tell. Yo is obsessive over Chum Chum. No way will _she_ give in. Cher might, though. Janitor Poopatine is already insane. He could probably let his mind dance every which way under the sun and this place wouldn't affect him. Mr. Mufflin definitely will. He doesn't really care about anything or anyone," Nancy labelled in her mind. She and Kyle exchanged knowing glances. And they would make it, she determined. She and he would definitely make it out together. She smiled. He smirked uncertainly back.

"Hmm, the sorcerer is kind of cute when he's scared. Pathetic but cute. Not that he isn't cute when he's acting like _himself_. Not to mention Sigmund is rich and famous. Impressive fashion sense, impressive power. It's funny, he's a lot like me, really. Ugh, what am I doing? Oh well, can't change the subject now. If anyone will make it, _he_ will. He wouldn't give the clowns the satisfaction of bringing him down. He hates them too much to let them win," Francine determined.

"Must escape killer clowns, must escape killer clowns. I vill not let zem get ze best of me! I am Sigmund ze Sorcerer! I vill not fall to zem! Must escape clowns, must escape clowns. Vhy iz Francine looking at me vith zat expression? Am I being checked out?" Sigmund wondered to himself. He flashed her a seductive smirk then went back to telling himself he must escape the killer clowns. Dang, he'd seen! Francine kicked herself for it.

"This is ridiculous. How did this happen? Not naturally, I _know_ that. Wait a moment," Poopatine told himself. He looked at Sigmund who was deep in thought. "The boy? Could it be…? No… Had he conjured the clowns up through his _dream_? But that was impossible! No, it was improbable. How else could they have come then… It was too much of a coincidence. But if Sigmund had been able to conjure the clowns in his sleep… His powers were strong and growing stronger. It was a milestone for a sorcerer, he knew. The boy had a way to go yet, but to be able to do this in sleep at _this_ age? What a leap. Now if only Sigmund realized it _himself_. Not that it would help him get rid of them, but it might. If only he could conquer the fear. He wouldn't fall to them, Poopatine knew. He was their master, if he was correct, and they had no business turning on him yet. He hoped the boy would catch on however. He couldn't tell the child himself. The others would tear him to shreds if they thought he was the cause of all of this…" Poopatine mused.

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All of a sudden Lupe began to laugh wildly. Startled the others turned. In an instant Chris had joined in. The two took each other's hands and danced around and around babbling incoherently. Cheech and Fankylechum suddenly twitched then began to laugh as well, rolling on the ground. The others looked on, alarmed and appalled. "Leave them, focus on your own thoughts or you'll be joining them!" Poopatine ordered. Fearfully and reluctantly the group turned their backs on their downed comrades and followed Janitor Poopatine, Mufflin taking up the end and stepping around the fallen ones reluctantly. He was a teacher. His job was to keep them safe. Now he couldn't. Not that he cared, but still. He hurried along.

"How much further, Brenda?" Poopatine asked the chair.

Brenda booped then scanned the area. "Well?" Mufflin questioned.

"Almost there," Poopatine stated.

"We lost them all in one go. Not even to clowns," Yo dismally said.

"Focus on your primary thought," Mufflin gently replied. "You don't want to join them."

"Yes sir," Yo agreed.

"Don't worry Yo, we'll make it," Chum Chum assured. He kicked himself for it. Now she would be all over him! To his shock, though, Yo just smiled bravely at him. In fact, the only contact she made was to take his hand, which was okay because he was already holding Fanboy's hand. In fact, the only ones not holding hands were the two adults. Cher had taken Duke's hand and Duke held Michael's. Kyle was holding Nancy's hand, Nancy was holding Francine's, and Francine had taken Sigmund's. So really, there was no harm in holding Yo's hand, right? As long as the girl didn't let it go to her head and make his life miserable.

They heard barking and growling from behind. "Dogs?" Mufflin asked.

Poopatine shuddered. He didn't feel up to dealing with dogs. "Keep on," he said.

FBaCC

"Here we are," Poopatine suddenly declared. The remaining children sighed in relief. Poopatine pushed open a stone door and peeked inside the room. He gasped.

"What?" Mufflin questioned.

"The children and teacher are all wrapped in cotton candy!" Poopatine exclaimed, opening the stone door the rest of the way and hurrying in on seeing no clowns around. The rest raced out.

"Score! Marsha's gone!" Fanboy exclaimed.

"Um, Fanboy, I don't see a Marsha sized cotton candy cocoon," Chum Chum remarked.

"What?" Fanboy squeaked. He swallowed.

"Who is this Marsha?" Kyle questioned.

"A girl Fanboy knew. She hates him and wants to kill him because he sneezed on her test and it was really important and since he sneezed on it she failed and had to be sent back to kindergarten," Chum Chum explained.

"_I_ would have killed him _too_," Francine declared, shooting Fanboy a disgusted look.

"I didn't _mean_ to make her fail!" Fanboy insisted.

"Enough of this. Let's get to the roof and take a look at what we're dealing with on the way to the Frosty Mart. Before _they_ wake up," Poopatine directed, leading them towards the roof and away from the cocoons.

FBaCC

They looked out over the town. "I hope Oz is okay," Fanboy remarked.

"Yeah. I'm worried about him," Chum Chum agreed. The way to the Frosty Mart wasn't easy _that_ was for sure. Killer clowns wandered the streets now as if they owned them. No wonder, as by now it was dark again.

"I wonder if there are any survivors," Nancy said.

"I hope so," Cher declared, but something told her she was wrong.

"Where's Marsha?" Fanboy quietly asked. He never thought he could care in the least about _her_ after her first attack on him, but in this situation he'd give anything to see another normal face. Even _hers_.

Just then they heard a scream from right below. They gasped and looked over. "Is that her!?" Poopatine exclaimed, pointing at a girl who was using a nail gun to shoot at approaching and increasingly agitated clowns.

"That's Marsha all right!" Mufflin said, instantly recognizing her.

"Marsha!" Fanboy cried.

Marsha gasped, looking up. Her eyes narrowed hatefully. "Fanboy!" she shouted viciously. She aimed up at him and shot. He screamed and pulled back. He swallowed as the nail shot passed him. So much for trying to be peaceful.

"Look out!" Duke cried to her. Marsha gasped and looked sharply ahead. A clown was almost on her! She screamed and shot it.

"Help!" she cried.

FBaCC

"We should do something!" Michael exclaimed.

"Every man far himself," Sigmund flatly said looking down. "Or in zis case, girl."

"Well hero, what are you waiting for?" Yo bit at Fanboy. "Save the girl!"

"But I don't even _like_ her," Fanboy replied.

"You want to be a superhero, don't you?" Yo challenged.

"You bet he does," Chum Chum answered for Fanboy.

"Well every superhero needs a damsel in distress. Even if they hate her," Yo stated.

"Hey, you're right Yo!" Fanboy exclaimed. He stood on the ledge and called, "Fear not, Marsha, I shall save you! I am _Hero_!"

"Oh please just let me on my _own_!" Marsha shot back at him. If anything he would kill them _both_. Then again, if there was a chance for survival… She certainly wouldn't be able to keep _this_ up much longer. She was almost out of ammo. And she'd like to save a few 'bullets' for use on Fanboy. Of course, _he_ didn't have to know that. She smirked evilly.

"Da, da da da!" Fanboy sang. "Geronimo!" he cried, leaping over the edge. The others blinked blankly.

"I didn't mean like _that_," Yo said. Brenda shot down a claw, grabbing Fanboy's cape.

Fanboy landed next to Marsha and grabbed her around the waist. "Marsha, I'm here for you."

"Don't do me any favors," she bit, holding him tightly around the neck.

"Going up!" he declared loudly. Brenda yanked the two up screaming, just as the clowns jumped where Marsha had been.

FBaCC

The duo landed on the roof easily, Fanboy catching her in his arms. "Oh yeah, I rule! I'm a hero!" Fanboy exclaimed.

"I can't believe I'm alive," Marsha said in awe, shakily climbing out of Fanboy's arms. "Wait, what's going on here?"

The others exchanged look then explained everything to her. Marsha gaped in shock. "And so we're heading for Frosty Mart to rescue the only other three survivors," Fanboy finished.

"And then hopefully blast off to the moon where we can rebuild a civilization lost to the merciless clutches of the undead clowns," Chum Chum added. Sigmund squeaked fearfully, shuddering at the thought of the clowns finishing them all.

"This is crazy," Marsha said. "We won't make it."

"We _wouldn't_ have," Kyle corrected.

"Ve are fully prepared, I hope," Sigmund added, looking to Poopatine and Mufflin for confirmation.

The two grownups blinked at the children who now looked up at them with big wide eyes. The two men exchanged exasperated looks. "Sucks being the adults," Mufflin remarked. Especially since every child here was now looking to _them_ for protection.

"It comes with the job. Let's go," Poopatine declared with a defeated sigh.


	6. Left For Dead

_**Fanboy And Chum Chum: Attack Of The Clowns**_

(A/N: Okay, we're back on air.)

Left For Dead

Boog fired another round of nails into the clowns from the roof of the Frosty Mart. "This is gettin' ridiculous. We can't keep this up much longer chumps," he declared.

"They'll be here," Lenny assured.

"In case they fail, though, we need a plan, seriously," Oz declared. "I vote we dig a tunnel into the country and hide out there until this is all over." Mitzy bleated in agreement.

"No way, I ain't leavin' Chimp Chomp and Sandy here," Boog stated.

"Boog!" Lenny shot, annoyed. "Unfortunately, he's partly right. We can't dig a tunnel. We don't have the supplies. It could collapse on us or we could dig up too soon and end up in the middle of a hoard."

"Dynamite. Let's blow these freaks sky high," Boog insisted.

"Are you crazy!? _We'd_ probably get blown to kingdom come _too_!" Lenny shot.

"Well do you have a better idea?" Boog challenged.

"Hold on, I'm contacting Mr. Mufflin to see where they are," Lenny replied.

"Hurry Lenny dude, we're getting seriously swarmed," Oz warned. "I don't know how much longer your defenses will hold out.

Lenny looked down and groaned. Here's hoping luck was with him. "Mr. Mufflin, come in Mr. Mufflin," Lenny said.

FBaCC

Mufflin heard the walkie talkie roar to life. He gasped and pulled it out, stopping the group and saying, "Lenny, what's happening?"

"What's your progress? We're dying here! We're almost out of ammo and the defenses are going down fast," Lenny fearfully said.

"We're heading down the street towards Frosty Mart. We've… we've lost a few children, but we picked up another," Mufflin answered.

"You lost some of the _kids_?!" Lenny exclaimed in alarm and horror.

"What!?" Oz cried. He seized the walkie talkie and shouted, "Let me talk to Fanboy and Chum Chum, _now_!"

"I beg your…" Mufflin began.

"Now!" Oz shot.

"Oz!" Fanboy and Chum Chum cried. "You're okay!"

"Thank goodness. You two aren't the ones who were clown chow," Oz said in relief.

"We're fine Oz. We're almost there!" Chum Chum said.

Fanboy suddenly screamed. "Guys, what's going on?" Oz barked.

"They're coming! The clowns are after us! Oz!" Fanboy cried. Then the walkie talkie cut off and the three were left staring at it in horror.

FBaCC

Lenny and Boog looked at Oz. Oz looked at them. All at once Oz gave a battle cry and tore off his shirt, diving through the vent back into the Frosty Mart. Lenny and Boog exchanged looks, stunned, then followed, Boog grabbing Mitzy as they went. They landed in the Frosty Mart and saw Oz burrowing through the tiles and the ground like it wasn't even there! "Oz!" Lenny shot.

"Let him Lenny, we're through. This is our only chance," Boog stated, putting the goat down. Lenny groaned but then nodded. They dove down the tunnel after Oz, who had put back on a shirt.

"I'm coming little dudes!" Oz called determinedly.

"Oz, do ya even know where we're goin' man?" Boog questioned.

"I'll find the way," Oz assured.

"Oh man, this place had better not collapse," Lenny moaned fearfully.

Oz burst up through the ground suddenly, teeth gritted, and looked around. Lenny and Boog came up with him, the three back to back to back looking vicious. That look faded, however, when they realized they were surrounded by killer clowns! Instantly they became pale. "Um, maybe this wasn't such a good idea after all," Oz remarked.

The clowns lunged. The three screamed and dove back into the tunnel. "I _told_ you!" Lenny shouted. Mizty bleated in panic.

"Hold on boys, I got a backup," Boog said, stopping and turning back.

"Boog!" they both exclaimed, looking back at him from up ahead. Boog laughed darkly then lit something. Lenny and Oz gasped. "Firecrackers!" they both exclaimed. Boog dropped the fireworks and scrambled after them. The three hit the ground with the goat, covering their heads as the moaning and laughing clowns came nearer. Then the explosion went and they heard cries of pain. They looked back only to see the last of the clowns being buried under the collapsing tunnel roof!

They were silent. Finally Lenny said, "Whoa, you actually came up with a smart _plan_."

"'Course I did," Boog replied.

"Oh well, onward men, Mitzy!" Oz declared, continuing to dig. This time under the pile of rubble.

FBaCC

"What do we do?!" Kyle screamed in horror as the hoard neared them all.

"Fight," Mufflin gravely answered, wishing Poopatine had the Dump Star. He and the janitor whipped out two glowing ruler sabres. The others looked at them incredulously, then back. Kyle swallowed and drew his wand. Sigmund scowled and lit his hands with fireballs.

"We will win this battle or die trying," Poopatine stated.

"Die?" Francine squeaked fearfully.

"Wait, what about _our_ protection!?" Fanboy demanded.

"Make do with what you have," Mufflin stated.

"We have _nothing_ though!" Yo exclaimed. Marsha scowled and whipped out her now low on ammo nail gun.

"Then fight hands on dudes," Duke gravely said. The clowns lunged. Instantly they went back to back and began to fight as hard as they could. Mufflin and Poopatine were having the easiest time. Brenda was destroying all who came near to her. Marsha was managing. Kyle and Sigmund were vicious, Sigmund in particular. The clowns were burned to a crisp one by one. Actually, it was more like they were burned to a crisp by the droves when Sigmund let out his fire attacks.

For a time it looked like they would win, then Duke suddenly screamed. The others looked over. The clowns had dragged him into their midst! "Duke!" Cher, Michael, and Sigmund cried. Soon, however, the clowns moved and they saw he was entombed in cotton candy.

"No!" Cher screamed. She ran at them, but soon enough she fell as well. Michael cried out as he was dragged after her.

"Help!" he cried. No one could.

FBaCC

"We're dropping like flies here!" Fanboy called, back to back with Marsha. Fanboy thanked his lucky stars he knew some karate. How else did you think he'd taught Precious Pig how to do it?

"Nice moves. Didn't know you had it in you," Marsha said, vaguely impressed.

"I know, thanks. Nice shooting Marsha," he replied, smiling at her. She smirked victoriously back.

"Enjoy it. It's reserves for you next," she replied. Fanboy paused and swallowed, paling.

"I say, this is ridiculous!" Kyle exclaimed.

"Less talk more fight," Nancy ordered. "We can't afford to lose. Not _this_ time."

"Will you stay with me?" he questioned, lighting his hand with a fire ball and tossing it.

"I don't plan on leaving your side," she replied, smirking at him. He blushed. She followed suit.

"Not too shabby, Francine," Sigmund complimented as the two went at a group.

"You doubted?" she asked boastfully. He smirked in amusement.

"I am zurprised. You are keeping up," he said.

"Uh, like, Sigmund, it's the other way around. _You're_ keeping up to _me_," Francine declared.

"Am I now? I have dealt vith dozens," Sigmund boasted.

"Stop using your powers and we'll both start from one. We'll see who's better at this," Francine said.

"I vould, but ze situation calls for full out attack," Sigmund answered.

"Chum Chum, there's too many!" Yo exclaimed.

"Stay with me Yo," Chum Chum replied. "We'll get out somehow."

Yo looked over at him nodding, but just then she saw a clown about to jump him. She screamed and shrieked, "Chum Chum, no!" She dove, tackling him, and he rolled and gasped in horror, quickly looking up. Yo was being covered in cotton candy as a clown grabbed her!

"Yo!" Chum Chum cried. That should have been _him_! Had she just saved his life?

Chum Chum tried to run to her, he owed her that much at least, but before he _could_, Mufflin put a hand on his shoulder and said, "It's too late for her, talking raccoon. Focus on fighting." Chum Chum swallowed then nodded.

FBaCC

Finally the remaining ones were back to back, surrounded. "This is it," Kyle said.

"At least we went down in a blaze of glory," Marsha declared.

"Vhat glory!? Zis vas stupidity!" Sigmund shot.

"Well at least we tried!" Marsha argued.

"Here, here," Francine agreed. Nancy nodded.

"Fanboy, Kyle, I love you," Chum Chum said.

"I love you too buddy," Fanboy replied. The two burst into tears and clung to one another. The girls rolled their eyes.

"Um, right, well, it's been a good show all around. Um, I suppose I-I-I love you too?" Kyle more questioned than anything. Before he could think they'd dragged him into the most crushing hug he'd ever received! He swallowed and put his arms around the two as well, for once not fighting back.

"Yes, vell, it's been… interesting," Sigmund remarked vaguely, standing next to Francine but not looking at her.

She blinked at him then replied, "You don't know the half of it." Before he could do anything she was hugging him. He stiffened then awkwardly hugged her back. Well, this was new. Marsha and Nancy held each other fearfully.

"It's been a pleasure knowing you, Hank," Poopatine said.

"It's been an honor fighting alongside you, Russ," Mufflin answered. The two heartily shook hands then braced for the last stand.

FBaCC

All at once the ground in the midst of them flew up. "We're here little dudes!" Oz exclaimed, leaping out riding Mitzy, followed by Lenny and Boog.

"Oz!" Fanboy and Chum Chum exclaimed, leaping onto him and holding him tightly.

"Lenny!" Mufflin exclaimed, grabbing the boy into a hug which Lenny returned.

"Whoa, what'd we miss?" Boog questioned, looking in shock at the approaching clowns.

"We lost Yo, Cher, Duke, and Michael," Poopatine answered.

"Right, I got this," Boog said. He lit some firecrackers and shouted, "Fireworks away!" The fireworks struck one of the clowns then blew up, catching others in its fiery blast. Boog laughed.

Lenny pulled out his ruler sabre and staple nail gun. "Say 'ello to ma little friend," he declared. He shot and sliced at everything that moved. The clowns screamed in agony.

Oz yanked out the toy Agent 8, saying, "I knew there was a reason for keeping those recalled toys." He began to let her rip as Mitzy ran around, him on her back, bleating and stomping on crawlers. With the backup, the others cheered and went back to fighting.

"We can't keep this up much longer," Lenny declared.

"I've got an idea," Boog replied. "I've got a friend waitin' with a helicopter somewhere nearby. I'll lead them off and get him."

"Are you insane? You'll never make it, seriously!" Oz shot.

"Oh no? Watch me. This plan's sure-fire. Yo Sandy!" Boog called. All at once the car roared into the area. Boog cheered and leapt in. "I'll be back in a flash! Yee haw!" He shot off and the clowns immediately went after him, forgetting the others.

"Boog!" Lenny and Oz called after him. Too late. He was gone, along with the clowns.


	7. Resident Boog

_**Fanboy And Chum Chum: Attack Of The Clowns**_

(A/N: Short chapter, sorry. But this is almost done now.)

Resident Boog

Boog tore through the streets in his car scowling at the clowns. "Out of the way punks!" he called at a group ahead of him as he blared his horn. He ploughed over them then laughed, saying, "I warned ya."

He grabbed out a handful of firecrackers and gritted his teeth as a hoard neared. He lit them, driving with his knees, and tossed them. The clowns shrieked in pain, falling back from him in alarm. "Ya don't like the fireworks? Too bad, suckers!" Boog boasted. He screeched Sandy to a halt and leapt out. He reached under the seat and grabbed out a water gun shot gun. Of course, it wouldn't be shooting water _now_. "Eat Frosty Marts _Special Super-Duper Diablo Five Alarm Hot Sauce_ freaks!" He blasted them viciously with it as they neared. They shrieked in pain and tried to either flee or simply collapsed.

"Yo pops, where's the rendezvous?" Boog asked into the walkie talkie.

"Excellent work Boogregard. I see you from here. The skyscraper right ahead of you. Be careful. I've cleared out most of the clowns, but you might have a few stragglers," Agent Johnson replied. Boog looked up and grinned, seeing the man waiting with a helicopter. He darted into the building thanking his lucky stars he hadn't been attacked by a hoard except when he was driving. Just a few stragglers.

FBaCC

"Where _is_ he?" Oz questioned after a while, the group camped out on top of a building. Lenny was absently shooting stray clowns down below with a sniper water gun filled with the aforementioned hot sauce Boog had used in his shotgun water gun.

"He's done for," Lenny glumly replied.

"But he said it was sure-fire," Nancy quietly remarked.

"He was doomed from the moment he left us. If he got hurt there would have been no chance of getting away," Mr. Mufflin stated.

"I sense an impending attack," Poopatine declared.

"Who will we lose _this_ time, do you think?" Marsha asked. They looked at her blankly. "Well it's pretty obvious none of us are going to survive," she defended.

They heard breaking glass and looked down. The clowns were breaking into the building, coming after them. They sighed in annoyance and prepared to fight again. "So this is how it ends," Francine remarked dryly.

"Boog wasn't there," Chum Chum dismally said.

"Of course he wasn't," Kyle bit.

"It's time we gave him up for gone," Nancy added softly.

"On the off chance we get away, where do we go?" Oz asked.

"Frosty Mart!" Fanboy and Chum Chum exclaimed.

"The Frosty Mart isn't safe anymore. Some of those clowns went through our tunnel. We didn't have time to collapse it. They're probably tearing the place apart as we speak," Lenny declared.

"Great. Where else can we go?" Mufflin questioned.

"Kyle's hovel," Sigmund suddenly remarked. They looked at him blankly. "It vas enchanted, remember?" he questioned Kyle and Poopatine. "You should, fazher, you vere ze vun to enchant it."

"Janitor Poopatine knows magic?!" Fanboy and Chum Chum exclaimed.

"Basic," Kyle answered for Poopatine. Poopatine appeared transfixed with his nails.

"Enough to protect it," Sigmund stated. "It iz ze last place ve know uf."

"So be it. We will fight through this as always and get to the house," Poopatine declared. "Behind me!" he ordered as the door to the roof was banged on. Quickly the others gathered behind Poopatine and Mufflin.

FBaCC

The doors burst open and the hoard ran at them. Mufflin and Poopatine began cutting them down mercilessly. At least they just turned to ash or dust once they were destroyed. No mess for children to witness. Ash or dust… Poopatine pursed his lips and looked back at Sigmund. Sand… Sandman, sleep, dreams, nightmares, Sigmund. It was all leading back to the child, and he didn't like it. If Sigmund was their master, even unconsciously, the others might not be so forgiving. Not after all they'd lost.

Poopatine and Mufflin were cutting the path right through to the door. The clowns had made the mistake of trapping themselves in a narrow corridor, and now they were ripe for the taking. Soon enough they burst out onto the street and ran towards Kyle's house. "I can't believe we made it!" Kyle exclaimed.

"Have faith in your elders, children," Mufflin said, smirking.

"Wow, _I'll_ say," Lenny remarked as they tore down the street cutting down any clown in their way.

"There it is, just ahead!" Kyle exclaimed.

"We're almost there!" Nancy excitedly exclaimed. Just then, however, she was jumped and screamed. Kyle gasped and spun, shooting the clown off of her and pulling her to her feet. Clowns sprang from everywhere so the group was forced to block them and stop their running. Soon enough, however, they found themselves surrounded again.

"Another hoard!" Chum Chum exclaimed.

"Just great," Marsha grumbled in annoyance.

"Marsha, Marsha, Marsha, have a little faith," Fanboy said, putting an arm around her. She scowled and looked ready to hit him. He cried out in alarm and dove behind Chum Chum. The clowns approached, and this time they weren't sure they could get away.

FBaCC

All at once a voice boomed over a megaphone, "Hey losers, lookin' for someone?" They gasped and looked up.

"Boog!" they all exclaimed. A helicopter hovered above them, and inside was Agent Johnson! He and Boog grinned victoriously, and Johnson brought the copter lower.

"Hop in, people," Johnson ordered. "But make it quick." A clown jumped on and Johnson literally booted it out the door with a scowl.

"Ladies first," Boog sang, reaching down. Francine, Marsha, and Nancy grinned excitedly and ran over to the copter. Marsha leapt up. Boog dragged her inside. He reached down for Francine next, then Nancy. Soon enough the three were in. Boog began to shoot out hoards of clowns as they were converging.

"Women and Children first," Mr. Mufflin declared on seeing Lenny and Oz moving in next. The two groaned and paused helplessly. The boys ran for the copter, but just then a hoard attacked it at once. The ones inside screamed in terror. The boys gasped and fell back in alarm.

"Nein!" Sigmund cried. They swore the copter would be brought down bringing the others with it. Agent Johnson scowled and leapt up, shooting them and spinning the helicopter around.

"Hurry!" Johnson called down to them, getting rid of another.

"Go already! We won't be able to make it inside!" Poopatine shouted back. "We have a safe house! Once you get them to safety you can come back. Kyle's house! Go!"

Agent Johnson looked ready to protest, but Boog said, "Please pop, I don't wanna stay here."

He finally relented with a sigh and nodded. Looking down at the others he called, "Good luck!"

"No!" the three girls screamed in protest, but it was no use. They were flown up and out.

FBaCC

"Wow, Boog did it. He came through for us," Lenny said in shock.

"Almost," Oz agreed, looking at the remaining boys and two older adults.

"Well it's four less people we have to worry about. Now run!" Mufflin shot as the clowns neared. The group turned and fled, screaming.

"You go Boog!" the children called to the disappearing helicopter. Hmm, never thought they could be grateful to _him_.


	8. Day Of The Dead

_**Fanboy And Chum Chum: Attack Of The Clowns**_

(A/N: I reference intense power here for both Kyle and Sigmund, even hinting that Sigmund is slightly afraid of Kyle. Why? Because there was an episode called _A Bopwork Orange_ or something like that. In it Fanboy and Chum Chum try to get Boog to conquer his bopping habit. At one point, when they're certain they have the solution, they use Kyle as bait. Kyle, being clever, at first refuses to go near to Boog but soon realizes he'll have to. Boog loses control. Fanboy and Chum Chum have an emergency backup plan and try to race out to rescue Kyle, but Boog has locked them in the security room and they can't reach him. Kyle is getting beat viciously and, helpless, Fanboy calls, as he and Chum Chum are huddled on the floor, "Be strong Kyle! And have mercy on our souls." Apparently they're aware something in Kyle is powerful, and that line seemed to hint at it too. I just added a little more.)

Day Of The Clowns

The group finally reached Kyle's home. Quickly they entered and shut the door. They sighed in relief, sagging against the door and walls. "We made it. I can't believe it," Kyle remarked.

"Now can ve please get out?" Sigmund asked.

"We need to fix this mess," Poopatine answered.

"For all we know there _is_ no fix, seriously," Oz argued, taking out some bandages from a pocket and putting them on the scratches Fanboy and Chum Chum were showing to him with pouts and wide eyes.

"There has to be," Mufflin stated.

"We're not going to make it," Lenny dismally said, holding a sore arm that had been torn by clown fingernails.

Mufflin didn't like that wound. Lenny could be infected or he could be immune to the turning process. Not that it really mattered now. He brought out some gauze and took Lenny's arm, binding it concernedly. "Never say die, boy," Mufflin warned. Lenny nodded dejectedly.

"Kyle's house, Kyle's house, we're fighting clowns from Kyle's house," Fanboy and Chum Chum sang, dancing around with each other.

"Oh just peachy," Kyle complained.

FBaCC

They gathered in the living room and sat silently. Poopatine was frowning and feeling Sigmund's forehead. The sorcerer had no idea why. He hoped it wasn't a bad sign. He didn't feel hot. Apparently Poopatine caught onto that soon enough, but then the janitor looked puzzled. He quickly checked a scratch Kyle had received. Not from a clown he determined soon enough.

So, what to do _now_? "Well, any ideas?" Mufflin finally questioned.

"Not a one," Poopatine replied, looking at Sigmund pointedly.

Sigmund caught the look and raised a curious eyebrow. "Vhat?" he questioned.

"Think, boy. The undead don't exist," Poopatine said.

"Vhat?" Sigmund questioned. The others looked curiously from Poopatine to Sigmund, then back. What did he mean? They were dealing with them _now_.

"What happens to them when they're defeated?" Poopatine questioned.

"Dust or ash," Sigmund replied. "Vhat does it matter?"

Poopatine was silent. He didn't want to say it, but he had no choice. Not anymore. "I didn't want to suggest it. I hoped you'd catch on yourself. You suspect, though, don't you?" the janitor pressed.

"Suspect what?" Kyle asked.

Sigmund was pale and silent, though, staring at Poopatine in horror. "It-it iz not possible…"

"Sand, the Sandman; Sleep. Sleep's weapon of choice is sand. The clowns become sand. In a way, they are nothing but a dream," Poopatine narrated.

"Nein…" Sigmund began, eyes widening.

"You are powerful, Sigmund, there is no doubt of that," Poopatine replied. "Perhaps you yourself don't know how much. Neither you or Kyle…"

"B-but, nein…" Sigmund repeated.

"You can't honestly think…" Kyle began, catching on suddenly.

"Think what?" Fanboy and Chum Chum questioned.

"That Sigmund brought forth the clowns in his sleep…" Kyle said, staring at Sigmund in awe and very ill concealed raging jealousy.

FBaCC

"Wait a minute; you're saying that he, in his sleep, conjured up the zombie clowns which are, in actuality, materialized dreams?" Oz questioned.

"Exactly," Poopatine replied.

"Well that would explain why he's survived as long as he has," Kyle jealously nipped.

"Because he's their master. _He_ controls them…!" Lenny said.

"Nein! I do not control zem! I-I do not! I vould not send zem after mein friends," Sigmund protested, looking lost and confused. "I can't."

"Not yet you can't," Poopatine declared.

"How do you know so much?" Kyle suspiciously questioned.

"I read," Poopatine answered.

"Not good enough!" Kyle protested.

"The point is we can't do anything about this mess! Only Sigmund has that ability," Poopatine yelled.

"But he can't even function when surrounded by them," Lenny said. "Sure he fought against them on the street, but still. I mean, he's a guy. He was next to one of the prettiest girls in that elementary school if Fanboy and Chum Chum can be believed. No one to impress _now_."

"Which could be a problem," Oz remarked.

"Oh great. Our lives rest with Sigmund the Stinker. We're doomed," Kyle said, falling back in his couch.

FBaCC

"Can't Kyle do anything about it?" Fanboy asked.

"He can't cancel out a dream spell. No sorcerer, mage, wizard, nothing, can," Poopatine said. "His dreams are his and his alone. Only _he_ knows how things were done, what it looked like, what happened. What the future will hold."

"Ze future is easy. Everyvun dies, zis vorld burns," Sigmund answered darkly.

"Then that will _be_ this world's fate unless you fix it," Poopatine stated. "And you will be all alone in a place not worth living in."

"But I can't fix it! Zey are clowns!" Sigmund protested.

"You must!" Poopatine shot.

"I can't! Do you not understand!? I cannot do zis!" Sigmund shouted in protest, panic in his eyes.

The two stared each other down. Finally Poopatine, for once, gave in to the child who was near tears, saying with a sigh, "So be it. I won't force you to do anything you don't want to."

"What? Unacceptable! Sigmund, fix this disaster you've gotten us all in this very instant!" Kyle ordered.

"Nein!" Sigmund yelled.

"Yes!" Kyle barked. "Fix it or I'll _make_ you!"

"Bring it on Constipator," Sigmund challenged. Kyle viciously leapt at him. Sigmund grabbed his brother and the two rolled across the ground viciously tearing at each other and trying to use spells on one another.

"Boys!" Poopatine ordered. "That's enough!" The two continued. Poopatine marched up to them and tore them apart, lifting them both into the air. They continued to try and kill each other until Poopatine thrust them onto the couch and yelled, "Stop!"

The two froze, looking at him in shock. "Whoa, harsh," Lenny muttered.

"It was that or they killed each other," Mufflin stated.

"This is not the time for you two to go to war!" Poopatine yelled.

"He'll let this world _die_ because he's to chicken to do anything about it!" Kyle protested. "I say we throw him to the clowns and let them have their way with him! Perhaps after he's gone his dreams will vanish too!"

"If I go down, you vill be coming vith me!" Sigmund shouted viciously.

"No one is being thrown to the clowns!" Poopatine yelled.

"We'll let the clowns come to _us_," Mufflin suddenly said.

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Everyone froze and looked at him in disbelief. "V-vhat?" Sigmund finally hoarsely whispered.

"We'll let the clowns come to us," Mufflin repeated. "If this world is going to die either way, we'll all be going down with it. We might as well get it over with quick. If Sigmund acts, he acts. If not, he suffers the consequences."

There was silence, then Oz finally said, "You know, he's probably right. Seriously."

The others looked down sadly. Quiet again, then Poopatine said, "Very well."

"Vhat?" Sigmund demanded, looking concerned. He wasn't serious. He couldn't be.

"B-but papa…" Kyle began.

"Enough. Either we die here or we take the chance to make this all stop," Poopatine said.

"Either way our prospects are dim," Lenny glumly said.

"We'll fight to the end dude, seriously," Oz encouraged.

"Yeah. Yeah, you're right Oz. A blaze of glory is better than nothing," Lenny agreed, lightening up and smiling at his friend. Poopatine sighed and waved the wand. Instantly they felt the change. There was no going back now. The spell was down, and now the clowns were converging outside.

"You are crazy!" Sigmund shouted.

"It's for the best," Poopatine replied.

"Vell I am not staying here to vatch!" Sigmund shouted. Before anyone could react he'd disappeared in a flash.

"Sigmund, no, don't leave us! Wait!" Fanboy and Chum Chum called after him. Too late.

"We're going to die, aren't we?" Kyle asked.

"Perhaps," Poopatine replied. "On the other hand, there's always a chance something will change."

They heard the moans coming nearer. The door was being banged on. The remaining ones swallowed and braced themselves. "Prepare for a battle royale," Fanboy stated.

"Prepared," Chum Chum replied. The door burst open and the clowns poured in. With battle cries the group ran at them, fully prepared to fight to the end.

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Sigmund, from inside a closet, heard the noises of the battle and looked ashamedly down. Had he really just left them all to die because he was a coward? Heck with that, it was to be expected. Did he really conjure up these _things_? He looked out the slits of the closet door at the battle. They were fighting hard, but there were far more clowns than humans. Sigmund felt himself shaking. He didn't want this… He wanted to step in. It couldn't end like this. He was letting the clowns win! But he couldn't even feel his legs to move if he _wanted_ to. Meekly he whimpered and buried his face in his knees, rocking back and forth.

"We'll never make it!" Lenny exclaimed to Oz.

"I know," Oz replied gravely.

"Sigmund, where are you!? We need you!" Lenny called.

"Nein, you do not," Sigmund muttered to himself. If anything he'd screw them up more. If he was losing control of his powers… He looked at his hands. They were everything to him. If he lost his hold on them, what would he do? What would he be capable of? No, he couldn't risk it. It would be too dangerous; to himself _and_ the others.

"They're forcing us back!" Oz exclaimed. "Boys, get behind me!" Fanboy and Chum Chum screamed in alarm and dove. The three backed into a corner.

"Oz!" Fanboy and Chum Chum cried.

"No, no, noooo!" Oz exclaimed as the clowns enveloped them in their cotton candy cocoons.

"Fanboy, Chum Chum!" Kyle cried, reaching out in vain.

"Oz!" Lenny cried.

"Lenny, look out!" Mr. Mufflin called. Lenny felt the teacher tackle him to the ground. The two rolled and looked up, Mufflin scowling, Lenny in shock. Mr. Mufflin had just saved him, but for how long? The two were surrounded!

"This is the end," Lenny moaned.

"Be brave kiddo. It'll be over soon," Mufflin darkly said.

Lenny clung onto Mufflin in terror as the clowns neared. "Mr. Mufflin, I wish you had been my father…" Lenny suddenly admitted.

Mufflin started and looked at him in disbelief. After a moment he held him back, saying, "Thank you muchly, son. That's only the most sappy and touching thing I've ever heard in my life." As they attacked, the two screamed.

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"Hank!" Poopatine exclaimed in disbelief as he and Kyle saw this transpire, the last of the others being captured in cotton candy.

"Papa, we're the only ones left!" Kyle cried.

"Your brother," Poopatine remarked.

"Sigmund is dead to me!" Kyle shot viciously.

"Don't be so quick to write him off," Poopatine warned. "He has his mother's personality. He won't cower for much longer. He'll step up soon."

"How would you know what his mother was like?" Kyle demanded.

"Well he certainly didn't get it from his father!" Poopatine shot.

"How would you, oh never mind," Kyle said, dodging an attack by clown. "Sigmund, help us!" Kyle cried. "We can't hold them back much longer!"

Sigmund cringed. "Be strong Kyle, und have mercy on my soul," he muttered aloud. He had nothing to fear from Poopatine except intense disappointment, but if his _brother_ went… the remaining parts of him, if there were any, would be out for blood. He knew Kyle had intense power inside him. He just, hadn't unlocked it yet. He didn't want his rival to _ever_ unlock it for fear the wizard would surpass him.

Janitor Poopatine grabbed Kyle and dove to the side, dodging another attack. The two shot up but found themselves backed against a wall. "D-daddy…" Kyle fearfully said, clinging to Poopatine. Poopatine held him tightly back, silently as he sank against the wall. He swallowed as the clowns neared. Kyle buried his face in the janitor's chest and Poopatine hid his own in the boy's hair. He just hoped this would end quickly.

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Sigmund watched in terror as the clowns advanced on Poopatine and Kyle. No… no! He couldn't watch this, he couldn't! They were the last remnants of his world! He scowled viciously. Clowns or no clowns, he was going out there! With a battle cry he flung open the closet door. The clowns, about to cover the two, spun around with scowls to face him. "Get avay from zem!" Sigmund screamed, letting off a pillar of fire that scorched a group. They screamed in pain.

The other clowns moved towards him. He felt his mind shutting down. No, not yet! They wouldn't win! "Die clown freaks!" Sigmund shouted, letting off another powerful attack. He floated up into the air, hands raised, eyes glowing red. "Go back to ze mind from vhence you came," Sigmund growled. With that a swirl of power shot around the room engulfing the boy and all those in the room! The clowns shrieked in pain and fear, trying to flee, but the red swirling vortex dragged them closer and closer. Finally, with screams, the clowns were dragged towards Sigmund. They flew into his head and Sigmund screamed in pain at their entrance, holding his head. It felt like he were about to have a seizure!

The clowns that had once been citizens, however, lost their freakish clown appearance and turned normal again with cries of agony, passing out on the floor. Just then the door burst open, and Agent Greg Johnson raced inside with backup. That backup included Boog, Francine, Nancy, and Marsha. As they rose, the citizens fled in terror passed the newcomers, fearful of the sight. The class mates, however, didn't move. They watched in awe, rising up. Oz, Fanboy, Chum Chum, Mufflin, and Lenny were freed. Seeing the others they raced over. Kyle and Poopatine, though, gaped in horror and disbelief at the boy's incredible display of self-control and power. Sigmund screamed again and the class mates and other looked up with gasps.

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The last of the clowns disappeared, and with a cry of pain Sigmund fell to the floor unconscious and sure enough seizing! "Sigmund!" Poopatine and Kyle exclaimed, racing over.

"Whoa!" Michael exclaimed.

"Let's go!" Duke ordered. The two raced over to their fallen friend. The class mates quickly followed and hung around the outside, giving Poopatine room to administer needed first aid to the child. The seizure stopped soon enough, but he never moved.

"He's not breathing," Poopatine declared.

"No," Francine gasped. Kyle watched fearfully as Poopatine continued to administer first aid.

"Come on, boy, breathe," Poopatine ordered.

"Sigmund…?" Kyle timidly asked, kneeling next to his Milkweed classmate.

"Is he…" Nancy began.

"No!" Francine screamed before Nancy could finish, not wanting to hear the word.

"Not quite," Poopatine quickly answered, trying again to revive him. All at once, with a gasp and a cough Sigmund began to wake up! Weakly his eyes fluttered open and fell on Poopatine and Kyle.

"Sigmund," the two breathed together.

"D-Daddy, little brozher, I-I'm not af-afraid anymore," Sigmund weakly said.

"Easy child, easy. You need your rest. You've done well, my young one. I'm so proud of you," Poopatine gently cooed, coaxing him to fall back asleep.

"Good show, I suppose. I thought you were a lost cause," Kyle admitted reluctantly.

"Danke," Sigmund answered before drifting into sleep again. One by one the others left the scene until only the family was left.

(A/N: I'll be putting up the last chapter today as well. In fact, it's the next one coming up.)


	9. TwentyFour Hours Later

_**Fanboy And Chum Chum: Attack Of The Clowns**_

(Final A/N: Final Chapter, really short, not a great ending but ties everything together. Thank you to all who reviewed and read this story.)

Twenty-Four Hours Later

As Janitor Poopatine was reading the Necronomicon in bed, the door opened. Curiously he looked up. In came Sigmund and Kyle timidly. "Boys, what's the matter?" Poopatine questioned, knowing something was off.

The two exchanged awkward glances then looked back at the janitor. "Fazher, ve cannot sleep," Sigmund admitted.

"Perhaps maybe a lullaby would help," Kyle suggested.

"I'm not a singer by any means, children. Again, what's the matter," Poopatine pressed.

"Nussink, it iz just… ve find ve both have trouble sleeping," Sigmund admitted.

"Trouble nothing. We haven't slept for two nights straight, _either_ of us," Kyle flat out stated.

"Insomnia or stress," Poopatine guessed. He noticed their hopeful looks. He blinked blankly then sighed, saying, "Oh very well. Come here." The two hurried over and leapt onto the bed, Kyle blinking innocently, Sigmund looking worried and uncertain. "Not quite what I meant," Poopatine remarked. He'd expected them just to stand _near_ the bed, not jump right _on_ it. He placed his hands gently on their shoulders and said reassuringly, "Listen boys, you have nothing to fear, nothing to worry about. It's all over now. You are not alone anymore. You have your father right close by you. Don't be afraid of anything. I'm here now, and I'm going to take care of you as a father _should_."

"But not forever," Kyle glumly said. "Soon enough you'll abandon me; you'll leave Sigmund too, and we'll be alone again. As soon as this all blow's over… you'll be gone."

"Not zat it iz ein problem," Sigmund said. He tried to sound as if he didn't care, but there was a very real sadness and fear there, hidden beneath the boy's normal tone.

Poopatine pursed his lips. Well, there was really nothing he could say to _that_. Finally he replied, "Perhaps." There was silence as Sigmund and Kyle looked sadly down. "What do you want to do?" Poopatine questioned.

"Can… can ve sleep here tonight?" Sigmund questioned.

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Poopatine hesitated, but then the events of the last little while came back to him. It was no wonder they couldn't sleep. It was no wonder they were frightened. Besides, what he'd just read came back to him. His conversation with Necromicon from the first day Kyle had asked him to help and spiralled them on this little journey also made itself known. He shivered inwardly at the memory but then looked at the boys and replied, "If you must."

Before he could blink the two boys had burrowed their way under the covers on either side of him. He looked from one to the other. He was glad the bed was large enough. "Read us a story papa," Kyle pled.

Poopatine looked at them. How much of their innocent childhood had they _missed_? Really they should have been above story's being told to them. Well, maybe not, he knew plenty of children that age who stilled loved to be read to, and even older, _he'd_ been one, but still. Oh well, who was he to refuse? He shrugged and opened the book reading _The Sorcerer's Apprentice_. "Anozher," Sigmund stated at its end. Poopatine obliged reading _The Snow Queen_.

The two children were curled up against him, almost asleep. He smiled softly down at them. It was no one's business, but he found himself very fond of the two young boys. "Sing a lullaby," Sigmund and Kyle demanded, not caring if he wasn't a singer. Right now they just wanted that extra comfort. Poopatine sighed in annoyance but obliged, singing a medieval sounding tune.

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"I wish you could stay here forever," Kyle sleepily said, barely awake. Poopatine stiffened then relaxed with a hopeless sigh. He wouldn't make promises he couldn't keep.

"Me too," Sigmund tiredly added.

He looked from one boy to the other. So much for not making promises, he realized. He simply replied, "Maybe I shall." They looked hopefully up at him then settled down again. He turned out the light and the two cuddled closer. Soon enough the family was asleep.

Sigmund felt a nightmare coming again. Clowns… No! He wouldn't lose this time. Swiftly he switched the topic of the dream and was surprised. The dream from a night so long ago that he'd forgotten. The one that made him safe and happy. He hoped he could remember it this time, but he knew when he woke up he'd forget it. It made him sad, but until then he would revel in the nighttime bliss. Who knew, perhaps one day he would remember it. Perhaps one day it would come true, whatever it was.


End file.
